21,425,000 Units Each Unit Consisting of One Share of Common Stock ($0.0001 par value per Share) And A Warrant to Purchase 0.50 of a Share of Common Stock HORIZON PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September , 2014 between HORIZON PHARMA, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
HORIZON PHARMA, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 22, 2013 5.00% Convertible Senior Notes due 2018Indenture • November 25th, 2013 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of November 22, 2013 between HORIZON PHARMA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
HORIZON PHARMA, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As OfWarrant Agreement • August 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between HORIZON PHARMA, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
HORIZON PHARMA, INC. SALES AGREEMENTSales Agreement • August 14th, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
November 19, 2013Call Option Transaction • November 19th, 2013 • Horizon Pharma, Inc. • Pharmaceutical preparations
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Société Générale (“Dealer”) and Horizon Pharma, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). Dealer is acting as principal and SG Americas Securities, LLC (“Agent”), its affiliate, is acting as agent for Dealer for the Transaction under this Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
HORIZON PHARMA, INC. and , As Warrant Agent FORM OF COMMON STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • August 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between HORIZON PHARMA, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
HORIZON PHARMA, INC. INDEMNITY AGREEMENTIndemnification Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ] [ ], 2010, is made by and between HORIZON PHARMA, INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HORIZON THERAPEUTICS PLC AND HORIZON THERAPEUTICS USA, INC. AND AARON L. COXExecutive Employment Agreement • August 3rd, 2022 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • Illinois
This Executive Employment Agreement (hereinafter referred to as the “Agreement”), is entered into by and between Horizon Therapeutics PLC., an Irish Public Limited Company, and its wholly owned subsidiary, Horizon Therapeutics USA, Inc., a Delaware corporation, having a principal place of business at 1 Horizon Way, Deerfield IL 60015, (hereinafter referred to together as the “Company”) and Aaron L. Cox (hereinafter referred as to the “Executive”). The terms of this Agreement shall be effective commencing November 1, 2021 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HORIZON PHARMA PLC, MISNEACH CORPORATION AND RAPTOR PHARMACEUTICAL CORP. DATED AS OF SEPTEMBER 12, 2016Merger Agreement • September 12th, 2016 • Horizon Pharma PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Raptor Pharmaceutical Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article X.
GUARANTY AND SECURITY AGREEMENT Dated as of February 22, 2012 by HORIZON PHARMA USA, INC. and HORIZON PHARMA, INC., as the Borrowers, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of CORTLAND CAPITAL MARKET SERVICES LLC, as AgentGuaranty and Security Agreement • March 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
WHEREAS, pursuant to the Loan and Security Agreement dated as of February 22, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrowers, the Lenders and the Agent, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
HORIZON PHARMA, INC. FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2018 • Horizon Pharma PLC • Pharmaceutical preparations • Illinois
This First Amendment to Executive Employment Agreement (this “Amendment”), amending that certain Executive Employment Agreement dated February 16, 2017 (the “Employment Agreement”), by and among Horizon Pharma, Inc., a Delaware corporation, and its wholly owned subsidiary, Horizon Pharma USA, Inc., a Delaware corporation (hereinafter referred to together as the “Company”), and Michael DesJardin (the “Executive”), is entered into as of May 4, 2017 by and among the Company and the Executive. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Employment Agreement.
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2021 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • Illinois
THIS CONSULTING AGREEMENT (“Agreement”) is made by and between HORIZON THERAPEUTICS USA, INC. with its principal place of business at 1 Horizon Way, Deerfield, IL 60015 (“Company”) and WILLIAM L. RAGATZ, an individual residing at (“Consultant”), for the purpose of setting forth the exclusive terms and conditions by which Company will, contingent upon the consummation of the Merger (as defined below) acquire Consultant’s services on a limited and temporary basis. Company and Consultant may be referred to herein individually as a “Party,” or collectively as the “Parties.”
HORIZON PHARMA INVESTMENT LIMITED, as Issuer HORIZON PHARMA PUBLIC LIMITED COMPANY, as Guarantor AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of March 13, 2015 2.50% Exchangeable Senior Notes due 2022Indenture • March 13th, 2015 • Horizon Pharma PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of March 13, 2015 by and among Horizon Pharma Investment Limited, a Bermuda exempted company limited by shares, as Issuer (as more fully set forth in Section 1.01, the “Issuer”), Horizon Pharma Public Limited Company, a public limited company formed under the laws of Ireland, as Guarantor (as more fully set forth in Section 1.01, the “Guarantor”), and U.S. Bank National Association, a national banking association, as Trustee (as more fully set forth in Section 1.01, the “Trustee”).
RECITALS:Credit Agreement • August 8th, 2023 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT originally dated as of May 7, 2015 (as amended by Amendment No. 1, dated as of October 25, 2016, as further amended by Amendment No. 2, dated as of March 29, 2017, as further amended by Amendment No. 3, dated as of October 23, 2017, as further amended by Amendment No. 4, dated as of October 19, 2018, and as further amended by Amendment No. 5, dated as of March 11, 2019, as further amended by Amendment No. 6, dated as of May 22, 2019, as further amended by Amendment No. 7, dated as of December 18, 2019 and, as further amended by Amendment No. 8, dated as of August 17, 2020, as further amended by Amendment No. 9, dated as of March 15, 2021, and as further amended by Amendment No. 10, dated as of June 16, 2023, this “Agreement”), among HORIZON THERAPEUTICS USA, INC. (f/k/a Horizon Pharma USA, Inc.), a Delaware corporation (“HPUI”), HORIZON THERAPEUTICS PLC, an Irish public limited company (f/k/a Horizon Pharma Public Limited Company) (“Irish Holdco”), the Subsidiary Guara
HORIZON PHARMA, INC. and , As Warrant Agent FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated As OfWarrant Agreement • August 1st, 2012 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (the “Agreement”), dated as of between HORIZON PHARMA, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT AND PLAN OF MERGER among: HORIZON PHARMA, INC. a Delaware corporation, GHRIAN ACQUISITION INC., a Delaware corporation, and HYPERION THERAPEUTICS, INC., a Delaware corporation Dated as of March 29, 2015Merger Agreement • March 31st, 2015 • Horizon Pharma PLC • Pharmaceutical preparations • Delaware
This Certificate of Incorporation has been subscribed as of March 27, 2015 by the undersigned who affirms that the statements made herein are true and correct.
STANDARD OFFICE LEASE BY AND BETWEEN LONG RIDGE OFFICE PORTFOLIO, L.P., a Delaware limited partnership, AS LANDLORD, AND HORIZON PHARMA USA, INC., a Delaware corporation, AS TENANT SUITES 520 and 550 Corporate 500 CentreStandard Office Lease • November 14th, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations • Illinois
This Standard Office Lease (“Lease”) is made and entered into as of the 2nd day of August, 2011, by and between LONG RIDGE OFFICE PORTFOLIO, L.P., a Delaware limited partnership (“Landlord”), and HORIZON PHARMA USA, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENT FOR INTERFERON GAMMALicense Agreement • May 26th, 2017 • Horizon Pharma PLC • Pharmaceutical preparations • California
This Agreement is entered into effective as of May 5, 1998, (“Effective Date”) by and between Connetics Corporation, a Delaware corporation with its principal office at 3400 West Bayshore Road, Palo Alto, California 94303 (“Connetics”), and Genentech, Inc., a Delaware corporation with its principal office at 1 DNA Way, South San Francisco, California 94080 (“Genentech”).
ContractWarrant Agreement • August 3rd, 2010 • Horizon Pharma, Inc. • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
Transfer, License and Supply Agreement between Merck Pharma GmbH Alsfelder Straße 17, 64289 Darmstadt, Germany (“Merck”), and Nitec Pharma AG Röschenzerstr. 9, (“Nitec AG”) and Nitec GmbH Joseph-Meyer-Str. 13-15 68167 Mannheim, Germany (“Nitec...Transfer, License and Supply Agreement • June 7th, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations
HORIZON PHARMA, INC. and HORIZON PHARMA USA, INC. 8.750% SENIOR NOTES DUE 2024 INDENTURE Dated as of October 25, 2016 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 25th, 2016 • Horizon Pharma PLC • Pharmaceutical preparations • New York
INDENTURE dated as of October 25 2016 among HORIZON PHARMA, INC., a Delaware corporation, HORIZON PHARMA USA, INC., a Delaware corporation, the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 1st, 2021 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2021, by and among Horizon Therapeutics USA, Inc., a Delaware corporation (“Parent”), Teiripic Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and [ ] (“Stockholder”).
HORIZON PHARMA, INC., HORIZON PHARMA PUBLIC LIMITED COMPANY AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 19, 2014First Supplemental Indenture • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 19, 2014 (this “Supplemental Indenture”), among HORIZON PHARMA, INC., a Delaware corporation (the “Company”), HORIZON PHARMA PUBLIC LIMITED COMPANY, a public limited company organized under the laws of Ireland (f/k/a Vidara Thereapeutics International Public Limited Company; f/k/a Vidara Therapeutics International Limited) (“Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of November 22, 2013 (the “Indenture”), between the Company and the Trustee.
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2015 • Horizon Pharma PLC • Pharmaceutical preparations • Illinois
This Consulting Agreement (the “Agreement”) is entered into as of March 18, 2014 and shall become effective as of the Effective Date (as defined below), by and among Horizon Pharma USA, Inc., with its principal place of business at 520 Lake Cook Road, #520, Deerfield, IL 60015 (“Company”), and Virinder Nohria, M.D., Ph.D., an individual residing at 111 Skyline View Road, Franklin, NC 28734 (“Consultant”), for the purpose of setting forth the exclusive terms and conditions by which Company will acquire Consultant’s services on a temporary basis. Company and Consultant may be referred to herein individually as a “Party,” or collectively as the “Parties.”
TRANSACTION AGREEMENT dated as of December 11, 2022 among AMGEN INC. PILLARTREE LIMITED and HORIZON THERAPEUTICS PLCTransaction Agreement • December 12th, 2022 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of December 11, 2022 is by and among AMGEN INC., a Delaware corporation (“Parent”), PILLARTREE LIMITED, a private limited company incorporated under the laws of Ireland (with registration number: 730855) having its registered office at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland and a wholly owned Subsidiary of Parent (“Acquirer Sub”), and HORIZON THERAPEUTICS PLC, a public limited company incorporated under the laws of Ireland (with registration number 507678) having its registered office at 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 1, 2014 (the “Effective Date”) by and among VIDARA THERAPEUTICS INTERNATIONAL PLC, a public limited company incorporated under the laws of Ireland (the “Company”), VIDARA THERAPEUTICS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), and each Person listed on Exhibit A hereto from time to time (each a “Holdings Member” and, collectively with Holdings, the “Vidara Investors”).
AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN HORIZON ORPHAN LLC AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NOS. SD2006-092, SD2017-110, SD2017-113 AND SD2017-236License Agreement • February 24th, 2021 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • California
This agreement (“Agreement”) is made by and between Horizon Orphan LLC, as successor in interest to Raptor Pharmaceuticals, Inc. (f/k/a Encode Pharmaceuticals, Inc.), a Delaware limited liability company having an address at 150 South Saunders Road, Lake Forest, Illinois 60045 (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”). This Agreement is being entered into as of the date of last signature below (“Execution Date”) and is deemed effective as of October 31, 2007 (“Effective Date”).
DATED 20 AUGUST 2004 JAGOTEC AG and SKYEPHARMA AG and NITEC PHARMA AG DEVELOPMENT & LICENCE AGREEMENTDevelopment & License Agreement • April 1st, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained in this Agreement and intending to be legally bound by it, the Parties hereby agree as follows:
LICENSE AGREEMENTLicense Agreement • February 24th, 2021 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT is made and entered into as of the 12th day of August 1998, by and among Mountain View Pharmaceuticals, Inc., Duke University, and Bio-Technology General Corporation.
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT FOR THE UNITED STATES by and between POZEN INC. and ASTRAZENECA AB November 18, 2013Collaboration and License Agreement • May 23rd, 2014 • Horizon Pharma, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT FOR THE UNITED STATES (the “Agreement”) is made and entered into as of November 18, 2013 (the “Amended and Restated Execution Date”), by and between POZEN INC., a Delaware corporation having offices at 1414 Raleigh Road, Suite 400, Chapel Hill, North Carolina (“POZEN”), and ASTRAZENECA AB, a Swedish corporation having an office at SE-431 83, Mölndal, Sweden (“Licensee”). POZEN and Licensee each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
DATED NOVEMBER 4, 2010 HORIZON PHARMA AG AND MUNDIPHARMA INTERNATIONAL CORPORATION LIMITED EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • April 1st, 2011 • Horizon Pharma, Inc. • Pharmaceutical preparations
Transfer, License and Supply Agreement between Merck GesmbH Zimbagasse 5 (“Merck”), and Nitec Pharma AG Kagenstr 17, (“Nitec AG”) and Nitec GmbH Joseph- Meyer-Str. 13 –15 68167 Mannheim, Germany (“Nitec Germany”) Nitec AG and Nitec Germany are...Transfer, License and Supply Agreement • October 21st, 2010 • Horizon Pharma, Inc. • Pharmaceutical preparations
AMENDMENT No. 1, dated as of October 25, 2016 (this “Amendment”), to the Credit Agreement, dated as of May 7, 2015, by and among Horizon Pharma, Inc., a Delaware corporation (“Horizon” or the “Borrower”), Horizon Pharma Public Limited Company, an...Credit Agreement • October 25th, 2016 • Horizon Pharma PLC • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT (this “Agreement”) dated as of May 7, 2015, (as amended by Amendment No. 1, dated October 25, 2016, this “Agreement”), among HORIZON PHARMA, INC., a Delaware corporation (“Horizon” or the “Borrower”), HORIZON PHARMA PUBLIC LIMITED COMPANY, an Irish public limited company (“Irish Holdco”), the Subsidiary Guarantors (as such term is defined in Article I) party hereto, the LENDERS from time to time party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent.
